SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549



                              FORM 8-K

                           CURRENT REPORT

               PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (date of earliest event reported)

                         FEBRUARY 16, 1995

                        Halliburton Company
       (Exact name of registrant as specified in its charter)

State or other                Commission          IRS
Employer
jurisdiction             File Number         Identification
of incorporation                                  Number

Delaware                    1-3492                No. 73-
0271280

                         3600 Lincoln Plaza
                       500 North Akard Street
                      Dallas, Texas 75201-3391
              (Address of principal executive offices)

                  Registrant's telephone  number,
                 including area code - 214/978-2600


















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             INFORMATION TO BE INCLUDED IN REPORT

Item 5.   Other Events

     The registrant may, at its option, report under this item
any events, with respect to which information is not otherwise
called for by this form, that the registrant deems of
importance to security holders.

     On February 16, 1995, the registrant issued a press
release entitled Dividend Declaration and Shareholders' Meeting
pertaining, among other things, to an announcement that
registrant's board of directors declared a first quarter
dividend of 25 cents per share on the Company's common stock,
payable March 23, 1995 to shareholders of record at the close
of business March 2, 1995 and that the annual meeting of
shareholders was set for May 16, 1995 in Dallas, Texas.  Record
date for determination of shareholders entitled to vote at such
meeting is March 20, 1995 at the close of business.

     The foregoing summary is subject to the full text of the
press release with respect thereto, a copy of which is attached
hereto as Exhibit 20, which exhibit is incorporated herein by
reference.

Item 7.   Financial Statements and Exhibits

     List below the financial statements, pro forma financial
information and exhibits, if any, filed as part of this report.

     (c)  Exhibits.

          Exhibit 20 - Press release dated February 16, 1995

























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                          SIGNATURES

     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.

                              HALLIBURTON COMPANY




Date:     February 17, 1995             By: _______________________
                                   Robert M. Kennedy
                                   Vice President-Legal










































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                        EXHIBIT INDEX



Exhibit                                 Sequentially
Number              Description              Numbered Page

    20                   Press Release of
                    February 16, 1995        5 of 5
                    Incorporated by Reference
















































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 5

FOR IMMEDIATE RELEASE           Contact - Guy T. Marcus
February 16, 1995               Vice President-Inv. Rel.
                                (214) 978-2691

           DIVIDEND DECLARATION AND SHAREHOLDERS' MEETING

     DALLAS, Texas -- The board of directors of Halliburton
Company today declared a first quarter dividend of 25 cents per
share on the Company's common stock, payable March 23, 1995 to
shareholders of record at the close of business March 2, 1995.

     The Company's annual meeting of shareholders was set for May
16, 1995 in Dallas, Texas.  Record date for determination of
shareholders entitled to vote at such meeting is March 20, 1995
at the close of business.

     Halliburton Company is one of the world's largest
diversified energy services, engineering, maintenance, and
construction companies.  Founded in 1919, Halliburton provides a
broad range of energy services and products, industrial and
marine engineering and construction services, and property and
casualty insurance services.

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